EXHIBIT 4.1
CONSULTING AGREEMENT
AGREEMENT, made this 3rd day of January 2002 by and between Coi Solutions, Inc.,
hereinafter "the Company" and Roger Katen hereinafter the "Consultant".
WHEREAS, the Company desires to obtain Consultant's services in connection with
the Company's business affairs and Consultant is willing to undertake to provide
such services as hereinafter fully set forth;
AND WHERAS, the Consultant has substantial experience in the areas of financial
consulting, the identification and negotiation of mergers and acquisitions and
public relations;
WITNESSETH
NOW THEREFORE, the parties agree as follows:
1. TERM: The term of this Consulting Agreement shall be fore a twelve
(12) month period commencing upon the execution hereof by all parties.
2. NATURE OF SERVICES: During the term of this Agreement Consultant
shall provide, inter alia, the following services and do the following things in
a timely manner:
1. Attend meetings of the Company's Board of Directors of
Executive Committee(s) when so requested by the Company.
2. Attend meeting for and at the request of the Company review,
analyze and report on proposed business opportunities
3. Consult with the Company concerning strategic corporate
planning and investment policies, including any revision of
the Company's business plan when requested by the Company
4. Introduce the Company to strategic partners
5. Locate acquisitions for the Company
6. Assist in negotiating potential acquisitions and mergers;
7. Assist in the implements of short term and long term strategic
planning as required by the Company;
8. Implementation of short range and long term strategic planning
to fully develop and enhance the Company's assets, resources,
products and services;
(2) IT IS AGREED that the Consultant's services will not include any
services that constitute the rendering of legal opinions or performance
of work that is in the ordinary purview of a certified public
accountant or any work that is the ordinary purview of a registered
broker/dealer. Further the Consultant's services will not include
anything that would be construed as being in connection with the offer
or sale of securities in a capital raising transaction or directly or
indirectly promoting or maintaining a market for the Company's
securities.
(3) COMPENSATION: The Company agrees to compensate the Consultant as
follows: Upon execution of this Agreement, the Company shall issue to
Consultant 500,000 shares of the Company's common stock. The shares
shall be registered by the Company on a Form S-8 Registration Statement
to be undertaken forthwith.
(4) LIABILITY OF CONSULTANT: In furnishing the Company with management
advice and other services as herein provided, neither Consultant nor
any officer, director or agent thereof shall be liable to the Company
or its creditors for errors of judgment or for anything except
malfeasance, bad faith or gross negligence in the performance of its
duties or reckless disregard of its obligations and duties under the
terms of this agreement.
It is further understood and agreed that Consultant may rely
upon information furnished to it reasonably believed to be
accurate and reliable and that, except as herein provided,
Consultant shall not be accountable for any loss suffered by
the Company by reason of Company's actions or non-action on
the basis of any advice, recommendation or approval of
Consultant, its employees or agents.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made
by management contained in press releases or other
communications, including but not limited to, filings with the
Securities and Exchange Commission and the National
Association of Securities Dealers.
7. CONFIDENTIALITY: During the term of this Agreement, the
Company may disclose or make known to the Consultant, and the
Consultant may be given access to or may become acquainted
with, certain information, trade secrets or both, all relating
to or useful in the Company's business or the business of its
Affiliates, and which the Company considers proprietary and
desires to maintain confidential. The Consultant may be
required to assemble certain data in various forms at the
direction of the Company. All such information, trade secrets,
data and the like, in any and all forms, whether previously
existing or prepared by the Consultant, are hereinafter
collectively referred to as "Information."
8. INDEMNIFICATION: The Consultant shall indemnify, defend and
hold harmless the Company from and against all claims, losses,
costs, damages and expenses, including, without limitation,
attorneys' fees and costs, incurred by the Company resulting
from or arising in connection with any intentional or willful
misconduct by the Consultant arising out of or related to the
Consultant's activities under this Agreement. This section
shall survive termination of this Agreement regardless of the
reason for such termination.
The Company shall indemnify, defend and hold harmless the Consultant
from and against all claims, losses, costs, damages and expenses,
including, without limitation, attorneys' fees and costs, incurred by
the Consultant resulting from or arising in connection with any
intentional or willful misconduct by the Company or any
misrepresentation or concealment of a material fact supplied in written
materials provided by Company to the Consultant for use in performing
the Consultant's duties hereunder. This section shall survive
termination of this Agreement regardless of the reason for such
termination.
9. BREACH OF CONTRACT: The sole remedy of the Company in respect
of any material breach of this Agreement by Consultant shall
be to terminate this Agreement upon the giving of five (5)
days prior written notice, in which event all unexercised or
partially exercised options shall be null and void and of no
effect.
10. INDEPENDENT CONTRACTOR: The Consultant is and shall be an
independent contractor and is not and shall not be deemed or
construed to be an employee of the Company by virtue of this
Agreement. Neither the Consultant nor the Company shall hold
the Consultant out as an agent, partner, officer, director, or
other employee of the Company in connection with this
Agreement or the performance of any of the duties, obligations
or performances contemplated hereby and the Consultant further
specifically disclaims any and all rights to any equity
interest in or a partnership with the Company by virtue of
this Agreement or any of the transactions contemplated hereby.
11. HEADINGS: The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
12. SEVERABILITY: If any provision of this Agreement or any other
agreement entered into pursuant thereto is contrary to,
prohibited by or deemed invalid under applicable law or
regulation, such provision shall be inapplicable and deemed
omitted to the extent so contrary, prohibited or invalid, but
the remainder hereof shall not be invalidated thereby and
shall be given full force and effect so far as possible. If
any provision of this Agreement may be construed in two or
more ways, one of which would render the provision invalid or
otherwise voidable or unenforceable and another of which would
render the provision valid and enforceable, such provision
shall have the meaning which renders it valid and enforceable.
Without limiting the generality of the foregoing, in the event
the duration, scope or geographic area contemplated by this
Agreement are determined to be unenforceable by a court of
competent jurisdiction, the parties agree that such duration,
scope or geographic area shall be deemed to be reduced to the
greatest scope, duration or geographic area which will be
enforceable.
13. NOTICES: All notices, requests, consents and other
communications required or permitted under this Agreement
shall be in writing (including electronic transmission) and
shall be (as elected by the person giving such notice) hand
delivered by messenger or courier service, electronically
transmitted, or mailed (airmail if international) by
registered or certified mail (postage prepaid), return receipt
requested, addressed to:
Company:
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COI Solutions, Inc.
C/o Jonathan D. Leinwand, P.A.
2500 N. Federal Highway
Suite 100
Fort Lauderdale, FL 33305
Consultant:
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Roger Katen
5935 S University Dr.
Davie, FL 33328
14. MISCELLANEOUS:
a. All final decisions with respect to consultation,
advice and services rendered by Consultant to the
Company shall rest exclusively with the Company.
b. This Agreement and any additional agreements executed
concurrently therewith represent the entire
understanding and agreement between the parties with
respect to the subject matter hereof, and supersede
all other negotiations, understandings and
representations (if any) made by and between such
parties.
c. By signing this Agreement, the Company admits to
having no prior knowledge of any pending SEC or NASD
investigations into the trading of the securities of
the Company or the activities of the Company;
d. Any controversy or claim arising out of or related to
this Agreement shall be settled by arbitration in
accordance with the rules and under the auspices of
the American Arbitration Association; and any
arbitration shall be conducted in the city of Fort
Lauderdale in the State of Florida.
IN WITNESS WHEREOF, the authorized representatives of the parties
hereto have executed this Agreement as of the date set forth above.
COMPANY
COI Solutions, Inc.
By: /s/ Geeta Naipaul-Denton
Name: Geeta Naipaul-Denton
Title: President
CONSULTANT
Roger Katen
By: /s/ Roger Katen